Preview | Asset Purchase Agreement |

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 27th day of December, 2006, by and between MIGO SOFTWARE, INC., a Delaware corporation (the Buyer) and STOMPSOFT, INC., a California corporation (the Seller).

RECITALS

The Seller is engaged in the business of developing Internet security and privacy software titles, including software solutions for home and business users for (i) Internet security and privacy; (ii) data protection and disaster recovery; and (iii) PC performance and reliability utilities (the Stomp Business). The Buyer wishes to purchase, and the Seller wishes to sell, substantially all of the assets of the Seller, including the Stomp Business as a going concern, upon the terms and conditions herein set forth (the Asset Sale).

NOW, THEREFORE, in consideration of the mutual promises herein made, and intending to be legally bound hereby, the parties agree as follows;

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1 Purchased Assets. Subject to the terms and conditions herein set forth, the Buyer shall purchase on the Closing Date (as hereinafter defined), and the Seller shall sell and transfer to the Buyer, all of the Sellers assets and properties of every kind and description, real, personal and mixed, tangible and intangible, and wherever situated, but expressly excluding the Excluded Assets described in Section 1.2 hereof, all as the foregoing may exist as of the Closing Date (hereinafter, all of such assets and properties are referred to as the Purchased Assets). The Purchased Assets shall include, without limitation, the following assets of the Seller:

(a) All inventories of whatever kind, including, without limitation, finished goods, supplies, work-in-process and raw materials, but excluding any consigned inventory as described in Schedule 1.2 (the Inventory );

(b) All customer contracts of Seller, including but not limited to those described on Schedule 1.1(b) (the Customer Contracts);

(d) All equipment, furniture, computer systems, assets held under capitalized leases, fixtures and fixed assets, including those items listed on Schedule 1.1(d) attached hereto;

(e) All rights of the Seller pursuant to equipment leases, contracts, purchase orders, sales orders, supplier relationships, and other agreements whatsoever relating to the Business;

(f) All right, title and interest (including the right to sue for past infringements) in and to intellectual property, including all patents and applications therefor, unpatented inventions, trademarks, corporate names (including the name StompSoft, Inc. or all variations thereof), trade names, domain names, service marks, copyrights, applications for and registrations of any of the foregoing, software, operating systems, know-how, trade secrets, formulas and technical information and the goodwill associated with any and all of the foregoing throughout the world (collectively, Intellectual Property Rights) and all rights of Seller to enforce its Intellectual Property Rights against others;

(g) All governmental and nongovernmental licenses, permits, authorizations, consents and indulgences to the extent the Seller has the right to transfer and assign the same to the Buyer;

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